Vivakor converts notes to stock and retires junior secured note

Rhea-AI Filing Summary

Vivakor, Inc. (VIVK) reports that holders of earlier convertible notes have converted portions of their debt into common stock, and the latest conversion fully satisfied a major note. Two accredited investors converted an aggregate $180,467.07 of principal and interest into 2,920,639 common shares under previously issued notes. Separately, J.J. Astor & Co. converted $123,693.24 of principal from a junior secured convertible note with a $6,625,000 principal amount into 1,928,188 common shares. The company states that issuing these shares fully satisfied its obligations under that junior secured convertible note, with all shares issued under exemptions for accredited investors.

Insights

Capital structure and credit analyst

Vivakor converts portions of debt to equity, fully settling a key note.

Vivakor details several debt-to-equity conversions under earlier financing agreements. Accredited investors converted $180,467.07 of principal and interest into 2,920,639 common shares from notes totaling $575,000 in principal. These notes had previously provided $500,000 in cash proceeds to the company.

In a separate transaction, J.J. Astor & Co. converted $123,693.24 of a junior secured convertible note with a principal amount of $6,625,000 into 1,928,188 common shares. Vivakor states that issuing these shares fully satisfied its obligations under that junior secured convertible note, which had delivered $5,000,000 in proceeds on March 18, 2025.

All shares were issued without Rule 144 restrictive legends based on legal opinions and relied on the Section 4(a)(2) exemption for accredited investors. The net effect described is the removal of the junior secured convertible note as an obligation and an increase in common shares outstanding, with specific future impacts depending on market conditions and holder decisions.

8-K Event Classification

Item 3.02 — Unregistered Sales of Equity Securities

1 item

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 19, 2025

VIVAKOR, INC.

(Exact name of registrant as specified in its charter)

Nevada		001-41286		26-2178141
(State or other jurisdiction of		(Commission		(IRS Employer
incorporation or organization)		File Number)		Identification No.)

5220 Spring Valley Road, Suite 500

Dallas, TX 75254

(Address of principal executive offices)

(469) 480-7175

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		VIVK		The Nasdaq Stock Market LLC (Nasdaq Capital Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.02 Unregistered Sales of Equity Securities

As previously reported, between May 14, 2025 and May 19, 2025, the Company issued convertible promissory notes (the “Notes”), to several accredited investors (the “Holders”), in the aggregate principal amount of $575,000 in connection with a Securities Purchase Agreement entered into by and between the Company and the Holders (the “SPA”). The Company received $500,000, before fees.

On November 19, 2025 and November 20, 2025, the Company received Notices of Conversion (the “Holders’ Notices of Conversion”) from two of the Holders converting an aggregate of $180,467.07 of the principal amount and interest due under the Notes into 2,920,639 shares of the Company’s common stock (the “Holders’ Shares”). Pursuant to the terms of the Note and the Holders’ Notices of Conversion, the Company issued the Holders’ Shares. The Holders’ Shares were issued without a Rule 144 restrictive legend pursuant to a legal opinion received by the Company and its transfer agent. The issuances of the foregoing securities were exempt from registration pursuant to Section 4(a)(2) of the Securities Act promulgated thereunder as the holder is an accredited investor and familiar with our operations.

As previously reported, on March 17, 2025, Vivakor, Inc. (the “Company”), issued a junior secured convertible promissory note (the “Initial Note”) to J.J. Astor & Co. (the “Lender”), in the principal amount of $6,625,000 (the “Principal Amount”), in relation to a Loan and Security Agreement by and between the Company, its subsidiaries, and the Lender (the “Loan Agreement”). The Company received $5,000,000, before fees. The Company received the funds on March 18, 2025.

On November 20, 2025, the Company received a Notice of Conversion from the Lender each converting $123,693.24 of the Principal Amount of the Initial Note into 1,928,188 shares of the Company’s common stock (the “Shares”), respectively. Pursuant to the terms of the Initial Note and the Notices of Conversion, the Company issued the Shares. The Shares were issued without a Rule 144 restrictive legend pursuant to a legal opinion received by the Company and its transfer agent. The issuances of the foregoing securities were exempt from registration pursuant to Section 4(a)(2) of the Securities Act promulgated thereunder as the holder is an accredited investor and familiar with our operations. The issuance of the Shares fully satisfied the Company’s obligations under the Initial Note.

1

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	VIVAKOR, INC.
Dated: November 24, 2025	By:	/s/ James H. Ballengee
		Name:	James H. Ballengee
		Title:	Chairman, President & CEO

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FAQ

What did Vivakor Inc. (VIVK) announce in this 8-K filing?

Vivakor announced that certain holders of its previously issued convertible notes have converted portions of those notes into common stock, and that the issuance of shares to J.J. Astor & Co. fully satisfied the company’s obligations under a junior secured convertible note.

How many Vivakor (VIVK) shares were issued to converting note holders?

Two accredited investors converted notes into 2,920,639 common shares, and J.J. Astor & Co. converted part of its junior secured convertible note into 1,928,188 common shares.

What amounts of Vivakor’s debt were converted into equity?

The accredited investors converted an aggregate of $180,467.07 in principal and interest under prior notes, while J.J. Astor & Co. converted $123,693.24 of principal from a junior secured convertible note with a total principal amount of $6,625,000.

Did Vivakor receive cash from these November 2025 note conversions?

No new cash proceeds are described; the filing explains that earlier, the company had received $500,000 from the smaller notes and $5,000,000 from the junior secured convertible note, and the current actions convert portions of that existing debt into common stock.

How were the Vivakor (VIVK) share issuances treated under securities laws?

The shares issued on conversion were not given a Rule 144 restrictive legend, based on legal opinions, and the issuances were described as exempt from registration under Section 4(a)(2) of the Securities Act because the holders are accredited investors familiar with the company’s operations.

What happened to Vivakor’s junior secured convertible note to J.J. Astor & Co.?

The junior secured convertible note originally had a principal amount of $6,625,000. The company states that the issuance of 1,928,188 shares upon conversion of $123,693.24 in principal fully satisfied its obligations under that note.